Working memory, defined as the information processes dedicated to holding and actively manipulating information on-line, serves as a "mental scratchpad" that is integral to complex cognition. The focus of this proposal is on the underlying phonological and articulatory representations and processes that support the maintenance of verbal information. Our prior work and recent behavioral findings by other investigators have generated results that are difficult to reconcile with a highly influential model of verbal working memory proposed by Baddeley and colleagues. In this competitive renewal, we will test an alternative neurally-based account through convergent behavioral, neuroimaging, and neuropsychological studies. Aim 1 will evaluate the maintenance of information via rehearsal-based and attention-based strategies supported, respectively, by speech motor areas and the inferior parietal cortex. Aim 2 will examine a novel hypothesis about the interplay between articulation and activated phonological representations supported by temporoparietal cortex. Aim 3 will seek to delineate the specific contributions of three different regions - the left frontal operculum, premotor cortex, and the cerebellum - to subvocal rehearsal. This work is a unique use of neuroimaging to inform cognitive theoretical models. It has the potential to impact our broader understandings of attention, the representation of serial order, and the joint influence of phonological processing on language and working memory. [unreadable] [unreadable]